Item 1.01
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Entry into a Material Definitive Agreement.
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On December 21, 2017, Vantiv, LLC and Vantiv Issuer
Corp., subsidiaries of Vantiv, Inc. (together, the
Issuers
), completed their previously announcing offering of $500 million aggregate principal amount of 4.375% senior unsecured notes due 2025 (the
Dollar Denominated
Notes
) and £470 million aggregate principal amount of 3.875% senior unsecured notes due 2025 (the
Pound
Sterling Denominated Notes
and together with the Dollar Denominated Notes, the
Notes
).
The Notes were offered and sold to qualified institutional buyers that are qualified purchasers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the
Securities Act
), and outside the United States to
non-U.S.
persons pursuant to Regulation S under the Securities Act. The Notes have not been and
will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state
securities laws.
Vantiv intends to use the net proceeds from the offering of the Notes to refinance existing debt of Worldpay Group plc, a public limited
company registered in England and Wales (
Worldpay
), in connection with Vantivs acquisition of Worldpay (the
Acquisition
) and to pay fees and expenses in connection with the Acquisition and its financing.
The gross proceeds of the Notes have been deposited into escrow accounts in the name of Vantiv, LLC subject to completion of the Acquisition and the satisfaction of other conditions. If the completion of the Acquisition does not occur by a specified
date or certain other events occur, the Notes will be subject to a special mandatory redemption.
The Notes were issued pursuant to the Indenture, dated
as of December 21, 2017 (the
Indenture
), by and among the Issuers and BNY Mellon Corporate Trustee Services Limited, as trustee (the
Trustee
).
The Dollar Denominated Notes will mature on November 15, 2025 and will accrue interest at the rate of 4.375% per year. The Pound Sterling
Denominated Notes will mature on November 15, 2025 and will accrue interest at the rate of 3.875% per year. Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15 in each year, commencing on
May 15, 2018.
The Notes are redeemable at the option of the Issuers, in whole or in part, at any time prior to November 15, 2020 at a
redemption price of 100% of the principal amount thereof, plus the applicable premium, plus accrued and unpaid interest. In addition, prior to November 15, 2020, the Issuers may use the net cash proceeds from certain equity offerings to redeem
up to 40% of the original principal amount of the Dollar Denominated Notes, in each case at a redemption price of 104.375% of the principal amount thereof, plus accrued and unpaid interest, if any, and 40% of the original principal amount of the
Pound Sterling Denominated Notes, in each case at a redemption price of 103.875% of the principal amount thereof, plus accrued and unpaid interest, if any. The Notes are redeemable at the option of the Issuers, in whole or in part, at any time
on or after November 15, 2020 at the redemption prices applicable to the Notes as set forth in the Indenture, plus accrued and unpaid interest.
Upon
the occurrence of a Change of Control (as defined in the Indenture) together with a Rating Event (as defined in the Indenture), unless the Issuers have exercised their right to redeem all of the Notes, each holder of the Notes may require the Issuer
to repurchase such holders Notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.
2
The Indenture contains certain covenants that, among other things, limit the ability of Vantiv, LLC and its
subsidiaries to create additional liens. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occur, would permit or require the
principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing description is a summary of terms of the
Indenture and the Notes and does not purport to be a complete statement of the parties rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Indenture, which is included
as Exhibit 4.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Additional Information
This communication is being made in respect of a potential transaction involving Worldpay and Vantiv, Inc. (
Vantiv
). In connection
with such transaction, Vantiv has filed the Definitive Proxy Statement and other documents regarding such transaction with the U.S. Securities and Exchange Commission (the
SEC
). Before making any voting or investment decision,
investors are urged to carefully read the entire Definitive Proxy Statement and any other relevant documents filed by Vantiv with the SEC, as well as any amendments or supplements to those documents, because they will contain important information
about Vantiv, Worldpay and the Acquisition. Investors and security holders are also urged to carefully review and consider Vantivs public filings with the SEC, including but not limited to its Annual Reports on Form
10-K,
its proxy statements, its Current Reports on Form
8-K
and its Quarterly Reports on Form
10-Q.
Copies of the Definitive Proxy
Statement have been mailed to the respective stockholders of Vantiv. A copy of the Definitive Proxy Statement also may be obtained free of charge at the SECs web site at http://www.sec.gov.
Participants in the Solicitation
Vantiv and its
directors, officers and employees may be considered participants in the solicitation of proxies from Vantivs stockholders in respect of the potential transaction involving Worldpay and Vantiv. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of Vantivs stockholders in connection with such transaction, including names, affiliations and a description of their direct or indirect interests, by security holdings or
otherwise, is set forth in the Definitive Proxy Statement and other relevant materials which have been filed with the SEC. Information concerning the interests of Vantivs participants in the solicitation, which may, in some cases, be different
than those of Vantivs stockholders generally, is set forth in the materials filed by Vantiv with the SEC, including in the proxy statement for Vantivs 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 15,
2017, as supplemented by other Vantiv filings with the SEC, and is also set forth in the Definitive Proxy Statement.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.